REG - Phoenix Copper Ltd - Conclusion of Investigation & Directors Dismissal

Phoenix CopperAnnouncement

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RNS Number : 8341V  Phoenix Copper Limited  09 March 2026

Phoenix Copper Limited / Ticker: PXC / Sector: Mining

 

9 March 2026

Phoenix Copper Limited

("Phoenix" or the "Company")

Conclusion of Investigation & Dismissal of Directors

Related Party Transactions

Update on Financial Position

Phoenix Copper Limited (AIM: PXC; OTCQX ADR: PXCLY), the AIM quoted, 100% USA
focused base and precious metals emerging producer and exploration company,
announces that further to the announcement made on 9 February 2026, the Board
has concluded its investigation (the "Investigation") into allegations made in
relation to the conduct of Marcus Edwards-Jones and Richard Wilkins, the
Company's Executive Chairman and Chief Financial Officer.

Following the conclusion of the Investigation and the associated disciplinary
processes, the Board has resolved to dismiss Mr Edwards-Jones and Mr Wilkins
and terminate their service agreements with immediate effect.

Related Party Transactions

The Investigation confirmed that certain historic payments, paid in respect of
previous fundraising transactions, totalling approximately US$1.765 million
were made between 2016 and 2025 to Lloyd Edwards-Jones S.A.S. ("LEJ"), the
Company's former Corporate Finance Adviser and a company of which Mr
Edwards-Jones is an owner and director (the "LEJ Payments"). The LEJ Payments
were made by Mr Wilkins to LEJ without Board knowledge or approval and Mr
Wilkins shared in the proceeds of these payments.

The LEJ Payments constituted related party transactions pursuant to AIM Rule
13 and should have been previously disclosed. However, no consultations took
place with the other Phoenix Directors, who were independent of the LEJ
Payments, or the Company's Nominated Adviser at the time any of the LEJ
Payments were made.

Phoenix is seeking to recoup the financial loss suffered by the Company as a
result of the LEJ Payments. Mr Edwards-Jones and Mr Wilkins have indicated
their willingness to work with the Company in this respect.

Additional Payments

In addition, the Investigation uncovered unauthorised payments, totalling
approximately £0.61 million, some of which were made without Board knowledge
or approval to an intermediary in connection with bond financing, while
certain other payments were made expressly against the direction of the Board.

Phoenix is seeking to recoup these unauthorised payments. Mr Edwards-Jones and
Mr Wilkins have indicated their willingness to work with the Company in this
respect.

Interim Non-Executive Chair Appointment and Ongoing Operations

Following the conclusion of the Investigation, Catherine Evans, Independent
Non-Executive Director and Chair of the Audit Committee, has been appointed
Interim Non-Executive Chair of Phoenix with immediate effect. Catherine Evans
is working closely with Ryan McDermott, CEO, the Advisory Board members and
the Company's external advisers to mitigate any impact to the Company,
strengthen governance procedures and financial controls and ensure
relationships with investors, brokers, suppliers and all other counterparties
and stakeholders suffer no disruption. Further updates will be made regarding
the appointment of a permanent Chair in due course.

As previously announced, to minimise any disruption to the ongoing operations
of the Company, Phoenix has put interim financial oversight arrangements in
place via the appointment of an interim CFO to ensure financial continuity and
manage the completion of the audit process for the year ended 31 December
2025.

The Company's auditor, Crowe UK LLP ("Crowe"), has been made aware of the
historic related party transactions. The Company does not currently believe
that historic financial statements need to be restated, other than disclosing
the LEJ Payments as related party transactions. This disclosure will be
included in the Company's financial statements for the year ended 31 December
2025. The Interim CFO will be supported by Catherine Evans and Ryan McDermott,
as well as by the Advisory Board and the senior management team to ensure
operational continuity.

The Company is outsourcing the role of Company Secretary to a reputable
corporate services firm, as recommended by its professional advisers.

Financial Position

The Company is still considering a range of both short-term and longer-term
funding options. Phoenix's working capital position remains constrained, but
following a careful analysis of cashflow and a cost-cutting exercise, absent
any additional funding, the Company's current cash balances will provide
sufficient working capital to meet ongoing obligations until the end of Q2
2026.

Further to the announcements dated 27 January and 9 February 2026, discussions
with Riverfort Global Opportunities PCC Limited ("Riverfort") regarding the
terms of the Short Term Loan Facility remain ongoing. In addition, the Company
is in discussions with Indigo Capital LP ("Indigo") to renegotiate certain
terms of the agreement with Indigo which was announced on 4 December 2025.

Shareholders will be provided with a further update once the discussions with
Riverfort and Indigo have concluded and a further announcement regarding the
Company's fundraising strategy and financial position will be made as soon as
practicable.

Market Abuse Regulation (MAR) Disclosure

The Company deems the information contained within this announcement to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014, which has been incorporated into UK law by the European
Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal) Act
2020. Upon the publication of this announcement via the Regulatory
Information Service, this inside information is now considered to be in the
public domain.

 For further information please visit  https://phoenixcopperlimited.com
(https://phoenixcopperlimited.com/) .

 

Contacts

 Phoenix Copper Limited                               Ryan McDermott                                Tel: +1 208 9547039

                                                      Paul de Gruchy                                Tel: +44 7484 203 720
 SP Angel Corporate Finance LLP (Nominated Adviser)   David Hignell / Jen Clarke / Devik Mehta      Tel: +44 20 3470 0470
 Tavira Financial Limited (Joint Broker)              Jonathan Evans / Oliver Stansfield            Tel: +44 20 7100 5100
 Zeus Capital Limited (Joint Broker)                  Harry Ansell / Katy Mitchell                  Tel: +44 20 7220 1666
 Oak Securities (Corporate Bond Adviser)              Hugh Rich                                     Tel: +44 20 3973 3678
 BlytheRay                                            Megan Ray / Rachael Brooks                    Tel: +44 20 7138 3204

 (Financial PR)

 

Notes

Phoenix Copper Limited is an emerging producer and exploration company
specialising in base and precious metals, with an initial focus on copper,
gold, and silver extraction from an open-pit mining operation within the
United States.

Located in the historic Alder Creek mining district near Mackay,
Idaho, Phoenix's flagship asset is the Empire Mine, in which the Company
holds an 80% ownership stake. The historic Empire underground mine, located
beneath the surface of the Company's proposed open pit, boasts a rich history
of producing high-grade copper, gold, silver, zinc, and tungsten.

Since 2017, Phoenix has executed extensive drilling initiatives, resulting
in an expansion of the Empire Open-Pit resource by over 200%. In May
2024 the Company published its inaugural mineral reserve statement for
the Empire Open-Pit Mine. Proven and Probable mineral reserves are 10.1
million tonnes containing 109,487,970 lbs of copper, 104,000 oz of gold and
4,654,400 oz of silver. This reserve was estimated using assay data from 485
drill holes, extensive geological modelling, metallurgical recovery test work,
geotechnical evaluation, and mine design. The reserve represents a combined
66,467 tonnes of copper equivalent metal.

In addition to the Empire Mine, Phoenix's holdings in the district also
encompass the Horseshoe, White Knob, and Blue Bird Mines, all of which have
been producers of copper, gold, silver, zinc, lead, and tungsten from
underground operations, a new high-grade silver and lead orebody at Red Star,
and the Navarre Creek gold exploration project, which was first drilled in
2023. The Company's land package at Empire spans 8,434 acres (34 sq km).

Phoenix also owns two cobalt properties situated along the Idaho Cobalt Belt
to the north of Empire. An Earn-In Agreement has been established concerning
one of these properties.

Phoenix is listed on London's AIM (PXC), and trades on New York's OTCQX
Market (PXCLF and PXCLY (ADRs)). More details on the Company, its assets and
its objectives can be found on PXC's website
at https://phoenixcopperlimited.com/

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